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NASH FINCH COMPANY
1995 DIRECTOR STOCK OPTION PLAN
(As Amended by the Board of Directors on February 22, 2000)
1. PURPOSE OF PLAN.
The purpose of the Nash Finch Company 1995 Director Stock Option
Plan (the "Plan") is to advance the interests of Nash Finch Company (the
"Company") and its stockholders by enabling the Company to attract and retain
the services of experienced and knowledgeable directors and to increase the
proprietary interests of such directors in the Company's long-term success and
progress and their identification with the interests of the Company's
stockholders.
2. DEFINITIONS.
The following terms will have the meanings set forth below, unless
the context clearly otherwise requires:
2.1 "BOARD" means the Board of Directors of the Company.
2.2 "CODE" means the Internal Revenue Code of 1986, as
amended.
2.3 "COMMITTEE" means the group of individuals administering
the Plan, as provided in Section 3 of the Plan.
2.4 "COMMON STOCK" means the common stock of the Company, par
value $1.66 2/3 per share, or the number and kind of shares of stock or other
securities into which such Common Stock may be changed in accordance with
Section 4.3 of the Plan.
2.5 "DISABILITY" means the disability of an Eligible Director
such as would entitle the Eligible Director to receive disability income
benefits pursuant to the long-term disability plan of the Company then covering
the Eligible Director or, if no such plan exists or is applicable to the
Eligible Director, the permanent and total disability of the Eligible Director
within the meaning of Section 22(e)(3) of the Code.
2.6 "ELIGIBLE DIRECTORS" means all directors of the Company
who are not, as of the date of grant of an Option, full-time employees of the
Company or any subsidiary of the Company.
2.7 "EXCHANGE ACT" means the Securities Exchange Act of 1934,
as amended.
2.8 "FAIR MARKET VALUE" means, with respect to the Common
Stock, as of any date (or, if no shares were traded or quoted on such date, as
of the next preceding date on which there was such a trade or quote), the mean
between the reported high and low sale prices of the
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Common Stock as reported on the NASDAQ National Market System or any stock
exchange on which the Common Stock is listed.
2.9 "OPTION" means a right to purchase 2,500 shares of Common
Stock (subject to adjustment as provided in Section 4.3 of the Plan) granted to
an Eligible Director pursuant to Section 5 of the Plan that does not qualify as
an "incentive stock option" within the meaning of Section 422 of the Code.
2.10 "RETIREMENT" means the retirement of an Eligible Director
pursuant to and in accordance with the normal retirement/pension plan or
practice of the Company then covering the Eligible Director.
2.11 "SECURITIES ACT" means the Securities Act of 1933, as
amended.
3. PLAN ADMINISTRATION.
The Plan will be administered by a committee (the "Committee")
consisting solely of two or more members of the Board. All questions of
interpretation of the Plan will be determined by the Committee, each
determination, interpretation or other action made or taken by the Committee
pursuant to the provisions of the Plan will be conclusive and binding for all
purposes and on all persons, and no member of the Committee will be liable for
any action or determination made in good faith with respect to the Plan or any
Option granted under the Plan. The Committee, however, will have no power to
determine the eligibility for participation in the Plan, the number of shares of
Common Stock to be subject to Options, or the timing, pricing or other terms and
conditions of the Options.
4. SHARES AVAILABLE FOR ISSUANCE.
4.1 MAXIMUM NUMBER OF SHARES AVAILABLE. Subject to adjustment
as provided in Section 4.3 of the Plan, the maximum number of shares of Common
Stock that will be available for issuance under the Plan will be 200,000 shares.
The shares available for issuance under the Plan may, at the election of the
Committee, be either treasury shares or shares authorized but unissued, and, if
treasury shares are used, all references in the Plan to the issuance of shares
will, for corporate law purposes, be deemed to mean the transfer of shares from
treasury.
4.2 ACCOUNTING FOR OPTIONS. Shares of Common Stock that are
issued under the Plan or that are subject to outstanding Options will be applied
to reduce the maximum number of shares of Common Stock remaining available for
issuance under the Plan. Any shares of Common Stock that are subject to an
Option that lapses, expires, or for any reason is terminated unexercised will
automatically again become available for issuance under the Plan.
4.3 ADJUSTMENTS TO SHARES AND OPTIONS. In the event of any
reorganization, merger, consolidation, recapitalization, liquidation,
reclassification, stock dividend, stock split, combination of shares, rights
offering, divestiture or extraordinary dividend (including a spin-off) or any
other change in the corporate structure or shares of the Company, the Committee
(or, if the Company is not the surviving corporation in any such transaction,
the board of directors of the surviving corporation) will make appropriate
adjustment (which determination will be
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conclusive) as to the number and kind of securities available for issuance under
the Plan and, in order to prevent dilution or enlargement of the rights of
Eligible Directors, the number, kind and, where applicable, exercise price of
securities subject to outstanding Options.
5. OPTIONS.
5.1 GRANT. On an annual basis, each director of the Company
who qualifies as an Eligible Director immediately following each annual meeting
of stockholders of the Company will be granted an Option.
5.2 EXERCISE PRICE. The per share price to be paid by an
Eligible Director upon exercise of an Option will be 100% of the Fair Market
Value of one share of Common Stock on the date of grant. The total purchase
price of the shares to be purchased upon exercise of an Option will be paid
entirely in cash (including check, bank draft or money order).
5.3 EXERCISABILITY AND DURATION. Each Option will become
exercisable in full six months following its date of grant and, subject to
earlier termination in accordance with Section 5.6 of the Plan, will expire and
will no longer be exercisable five years from its date of grant.
5.4 MANNER OF EXERCISE. An Option may be exercised by an
Eligible Director in whole or in part from time to time, subject to the
conditions contained in the Plan and in the agreement evidencing such Option, by
delivery in person, by facsimile or electronic transmission or through the mail
of written notice of exercise to the Company (Attention: Corporate Secretary) at
its principal executive office in Edina, Minnesota and by paying in full the
total exercise price for the shares of Common Stock to be purchased in
accordance with Section 5.2 of the Plan.
5.5 RIGHTS AS A STOCKHOLDER. As a holder of Options, an
Eligible Director will have no rights as a stockholder unless and until such
Options are exercised for shares of Common Stock and the Eligible Director
becomes the holder of record of such shares. Except as otherwise provided in the
Plan, no adjustment will be made for dividends or distributions with respect to
Options as to which there is a record date preceding the date the Eligible
Director becomes the holder of record of such shares.
5.6 EFFECT OF TERMINATION OF SERVICE AS DIRECTOR.
(a) TERMINATION DUE TO DEATH OR DISABILITY. In the event
an Eligible Director's service as a director of the Company is
terminated by reason of death or Disability, all outstanding Options
then held by the Eligible Director will become immediately
exercisable in full and will remain exercisable for one year
following such termination (but in no event after the expiration
date of any such Option).
(b) TERMINATION DUE TO RETIREMENT. In the event an
Eligible Director's service as a director of the Company is
terminated by reason of Retirement, all outstanding Options then
held by the Eligible Director will become immediately exercisable in
full and (i) if granted prior to February 22, 2000, will remain
exercisable for one year following such termination (but in no
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event after the expiration date of any such Option), and (ii) if
granted after February 22, 2000, will continue to be exercisable in
accordance with their terms.
(c) TERMINATION FOR REASONS OTHER THAN DEATH,
DISABILITY OR RETIREMENT.
(i) In the event an Eligible Director's
service as a director of the Company is terminated for any
reason other than death, Disability or Retirement, all
rights of the Eligible Director under the Plan and any
agreements evidencing an Option will immediately terminate
without notice of any kind and no Options then held by the
Eligible Director will thereafter be exercisable;
provided, however, that if such termination is due to any
reason other than termination for "cause," all outstanding
Options then held by the Eligible Director will remain
exercisable to the extent exercisable as of such
termination for a period of three months after such
termination (but in no event after the expiration date of
any such Option).
(ii) For purposes of this Section 5.6,
"cause" will be as defined in any agreement or policy
applicable to the Eligible Director or, if no such
agreement or policy exists, will mean (i) dishonesty,
fraud, misrepresentation, embezzlement or material and
deliberate injury or attempted injury, in each case
related to the Company or any subsidiary, (ii) any
unlawful or criminal activity of a serious nature, (iii)
any willful breach of duty, habitual neglect of duty or
unreasonable job performance, or (iv) any material breach
of any service, confidentiality or noncompete agreement
entered into with the Company.
6. DATE OF TERMINATION OF SERVICE AS A DIRECTOR.
An Eligible Director's service as a director of the Company will, for
purposes of the Plan, be deemed to have terminated on the date recorded on the
personnel or other records of the Company, as determined by the Committee based
upon such records.
7. RIGHTS OF ELIGIBLE DIRECTORS; TRANSFERABILITY OF INTERESTS.
7.1 SERVICE AS A DIRECTOR. Nothing in the Plan will interfere
with or limit in any way the right of the shareholders to remove an Eligible
Director at any time, and neither the Plan, nor the granting of an Option nor
any other action taken pursuant to the Plan, will constitute or be evidence of
any agreement or understanding, express or implied, that an Eligible Director
will be retained for any period of time or at any particular rate of
compensation.
7.2 RESTRICTIONS ON TRANSFER OF INTERESTS. Except pursuant to
testamentary will or the laws of descent and distribution or as otherwise
expressly permitted by the Plan, no right or interest of any Eligible Director
in an Option prior to the exercise of Options will be assignable or
transferable, or subjected to any lien, during the lifetime of the Eligible
Director, either voluntarily or involuntarily, directly or indirectly, by
operation of law or otherwise. In the event of an Eligible Director's death,
exercise of any Options (to the extent permitted pursuant to
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Section 5 of the Plan) may be made by the Eligible Director's legal
representatives, heirs and legatees.
7.3 NON-EXCLUSIVITY OF THE PLAN. Nothing contained in the
Plan is intended to modify or rescind any previously approved compensation plans
or programs of the Company or create any limitations on the power or authority
of the Board to adopt such additional or other compensation arrangements as the
Board may deem necessary or desirable.
8. SECURITIES LAW AND OTHER RESTRICTIONS.
Notwithstanding any other provision of the Plan or any agreements
entered into pursuant to the Plan, the Company will not be required to issue any
shares of Common Stock under this Plan, and an Eligible Director may not sell,
assign, transfer or otherwise dispose of shares of Common Stock issued pursuant
to Options granted under the Plan, unless (a) there is in effect with respect to
such shares a registration statement under the Securities Act and any applicable
state securities laws or an exemption from such registration under the
Securities Act and applicable state securities laws, and (b) there has been
obtained any other consent, approval or permit from any other regulatory body
which the Committee, in its sole discretion, deems necessary or advisable. The
Company may condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of
any legends on certificates representing shares of Common Stock, as may be
deemed necessary or advisable by the Company in order to comply with such
securities law or other restrictions.
9. PLAN AMENDMENT, MODIFICATION AND TERMINATION
The Board may suspend or terminate the Plan or any portion thereof
at any time, and may amend the Plan from time to time in such respects as the
Board may deem advisable in order that Options under the Plan will conform to
any change in applicable laws or regulations or in any other respect the Board
may deem to be in the best interests of the Company; provided, however, that (a)
no amendments to the Plan will be effective without approval of the stockholders
of the Company if stockholder approval of the amendment is then required
pursuant to Rule 16b-3 under the Exchange Act or the rules of the NASD, and (b)
to the extent prohibited by Rule 16b-3 of the Exchange Act, the Plan may not be
amended more than once every six months. No termination, suspension or amendment
of the Plan may adversely affect any outstanding Option without the consent of
the affected Eligible Director; provided, however, that this sentence will not
impair the right of the Committee to take whatever action it deems appropriate
under Section 4.3 of the Plan.
10. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan is effective as of March 24, 1995, the date it was adopted
by the Board. The Plan will terminate at midnight on March 1, 2005, and may be
terminated prior thereto by Board action, and no Option will be granted after
such termination. Options outstanding upon termination of the Plan may continue
to be exercised, or become free of restrictions, in accordance with their terms.
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11. MISCELLANEOUS
11.1 GOVERNING LAW. The validity, construction,
interpretation, administration and effect of the Plan and any rules, regulations
and actions relating to the Plan will be governed by and construed exclusively
in accordance with the laws of the State of Minnesota, notwithstanding the
conflicts of laws principles of any jurisdictions.
11.2 SUCCESSORS AND ASSIGNS. The Plan will be binding upon
and inure to the benefit of the successors and permitted assigns of the Company
and the Eligible Directors.
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